(b) (i) the Purchase Agreement, duly executed by Lessee and the Supplier, and
the related assignment agreement duly executed among Lessee, the Supplier and
Lessor pursuant to which (among other things) Lessee is assigning to Lessor
the right to purchase the Aircraft from the Supplier, together with all
related warranties and other rights as purchaser thereunder; (ii) copies of
the warranty bill of sale and FAA Bill of Sale (AC Form 8050-2) (the “ \*\*FAA
Bill of Sale\*\* ”) conveying title to the Aircraft from the Supplier to Lessor,
and such other documents relating to the purchase or conveyance of title as
Lessor may request; (iii) a copy of the invoice relating to Lessor’s purchase
of the Aircraft from the Supplier in the amount of the Lessor’s Cost; and (iv)
a pay proceeds letter, executed by Lessee, directing Lessor to make
disbursements of the purchase price consistent with the invoice and in no
event exceeding, in the aggregate, the Lessor’s Cost (including, if
applicable, in accordance with any pre-funding agreements), as and to the
extent so agreed by Lessor, in its discretion (the “ \*\*pay proceeds letter\*\*
”);



(c) certificates of good standing for each of the Lessee Parties from their
respective states of organization and chief executive offices and principal
places of business;